UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2024

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Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-35007		20-5589597
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 Par Value	KNX	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

ITEM 7.01

REGULATION FD DISCLOSURE

On February 27, 2024, Knight-Swift Transportation Holdings Inc., a Delaware corporation (the “Company”) released a press release announcing changes to its management team. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit		Description
Exhibit 99.1		Knight-Swift Transportation Holdings Inc. press release dated February 27, 2024, announcing changes to the management team
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information contained in Items 7.01 and 9.01 of this Current Report, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in this Current Report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Knight-Swift Transportation Holdings Inc.
		(Registrant)

Date:	February 27, 2024	/s/ Kevin Knight
		Kevin Knight
		Executive Chairman

Exhibit 99.1

Knight-Swift Transportation Announces CEO Transition and New CFO

Phoenix, Arizona – February 27, 2024 – Knight-Swift Transportation Holdings, Inc. (NYSE: KNX) (“Knight-Swift” or the “Company”), one of the largest and most diversified freight transportation companies, announced today that Adam Miller has been promoted to Chief Executive Officer and Andrew Hess has been promoted to Chief Financial Officer. Mr. Miller had been serving as the Company’s Chief Financial Officer and President of Swift Transportation, while Mr. Hess had been serving as Senior Vice President of M&A and Senior Vice President of Finance for Swift Transportation. David Jackson has stepped down as Chief Executive Officer and a member of the board of directors following a successful nine years as CEO and 13 years as President.

Executive Chairman, Kevin P. Knight, commented: “Adam’s broad strategic, financial, and operating experience during his 22-year career at Knight-Swift has him well-prepared and ready to lead as CEO. During his tenure, he played leading roles in establishing Knight Refrigerated as a major player in its market, integrating Swift after the merger and improving its operations, service and profitability, while overseeing our capital structure and financial performance as Chief Financial Officer. This experience, combined with Adam’s humble yet confident personality and inclusive leadership style, make him widely respected inside and outside of our organization.”

Mr. Knight continued, “We are also fortunate to have Andrew ready to step in as Chief Financial Officer. Andrew has been with Knight-Swift for five years and led our M&A activities over the last three years. Andrew played a critical role in completion of the AAA Cooper, MME, and U.S. Xpress acquisitions. Andrew understands our enterprise, and his recent role as Swift’s SVP of Finance has given him a deep dive into the revenue and cost drivers of our business. Moreover, his previous experience at Honeywell provided a wide range of financial and capital allocation experiences. We are excited about the future under our new leadership.”

Adam Miller, Chief Executive Officer of Knight-Swift, said: “It is an honor to be asked to lead Knight-Swift, and I’m grateful for the opportunity. Across our entire enterprise, I believe we have the best team of driving and non-driving associates in the business, great customers, and all the resources we need to continue as an industry leader. Together with Andrew and the rest of the team, we will be intently focused on expanding our LTL footprint, improving consolidated margins, and generating free cash flow and stockholder returns.”

Mr. Knight added, “We are grateful for Dave’s service as CEO over the past nine years, a period that has been transformational for the Company and rewarding for our stockholders. Dave will always be part of the Knight-Swift family, and we wish him all the best.”

David Jackson stated: “After nearly 24 years at Knight-Swift, it is time for a change and for the next generation to take the baton. Adam and Andrew are ready, the timing is right, the company is well positioned, and they have my full support. I look forward to my next chapter and to continuing to make a difference in the community.”

About Knight-Swift

Knight-Swift Transportation Holdings Inc. is one of North America's largest and most diversified freight transportation companies, providing multiple full truckload, LTL, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleet, Knight-Swift also contracts with third-party equipment providers to provide a broad range of transportation services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

Contacts

Kevin Knight, Executive Chairman

(602) 606-6472

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